Approving Annual Dividend (Shareholder Resolution)
Updated 17 January 2026
This is a template ordinary resolution of the shareholders of a company in England and Wales to approve the annual dividend to its shareholders as recommended by the directors.
Shareholders are generally required to approve the declaration of a final (annual) dividend by ordinary resolution, unless the Articles specify otherwise. Directors may declare interim dividends on their own authority, but a final dividend must be approved by shareholders and cannot exceed the amount recommended by the directors.
Approval of Annual (Final) Dividend
IT IS RESOLVED THAT, as an ordinary resolution of the shareholders of the Company pursuant to the Companies Act 2006:
Declaration of dividend
A final dividend of £[final dividend amount in £] per [share class], amounting in aggregate to £[aggregate final dividend amount in £], be and is hereby declared for the financial year ended [applicable financial year end date], such dividend having been recommended by the directors.
Make sure to first pass a recommendation of the directors for the amount of dividend(s) proposed.
Record date and payment date
The dividend shall be payable on [payment date] to shareholders whose names appear on the register of members at the close of business on [record date].
Source of dividend
The dividend shall be paid out of the Company’s distributable profits in accordance with Part 23 of the Companies Act 2006.
Authority to implement
Any director or the Company Secretary be authorised to:
take all steps necessary to give effect to the payment of the dividend; and
do all acts and things which they consider necessary or desirable in connection with this resolution.
No Companies House filing is required for the resolution itself, but the dividend should be properly recorded in the Company’s statutory and accounting records.
About this template
What is this template?
Approving Annual Dividend (Shareholder Resolution) is a free, ready-to-use Corporate template you can open, customize, and download on GitLaw. It gives you a professionally structured starting point, so you never have to draft from a blank page. The wording is plain and modern, organized into clear sections that are easy to read, edit, and adapt to your own situation before you share or sign it.
When should you use it?
Reach for this Corporate template whenever you need a reliable agreement quickly and want to be sure the essentials are covered. It suits individuals, freelancers, startups, and established businesses alike. Instead of paying for a document drafted from scratch, you can start here, tailor the details to your arrangement, and have a polished draft ready in minutes. This version is drafted with England & Wales in mind, though you should always review the final wording against the laws that apply to you.
What's typically included?
A well-drafted Corporate usually sets out the parties involved, the scope of the agreement, and each side's rights and responsibilities. Expect sections covering key terms and definitions, how long the agreement lasts, how it can be ended, and what happens if something goes wrong. This template brings those building blocks together in a sensible order, so you can focus on the specifics rather than worrying about what to include. Open it to read the full document, then sign up to edit, negotiate, and e-sign it directly in GitLaw.